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Tuni Textile Mills Ltd Directors Report.

Your Directors have pleasure in presenting the 32nd Annual Report of your
Company together with the Audited Statements of Accounts for the year ended March 31,
2019.

(Rs. in lakhs)

Financial Results

Year Ended31.03.2019

Year Ended 31.03.2018

Income

3517.63

3439.11

Profit/(Loss) before Tax & Extra-ordinary Items

7.40

20.05

Less/(Add) : Provision for Taxation (Including Deferred Tax)

(8.48)

31.55

Less : Provision for Extra-Ordinary Items

0.00

2.44

Profit/(Loss) after Tax

15.87

(13.94)

Changes due to conversion of accounts from GAAP to Ind AS

0.73

(3.70)

Add : Profit/(Loss) brought forward from Previous Year

(86.96)

(69.32)

Balance carried forward

(70.36)

(86.96)

MACROECONOMIC OVERVIEW

Financial year 2018-19 (FY2019) began with an expectation of higher growth as the
economy seemed to have overcome the teething troubles of the nation-wide roll out of the
Goods and Services Tax (GST). However, a rise in the current account deficit (CAD),
concerns relating to rising non-performing assets (NPAs) and decline in liquidity coupled
with hardening interest rates contributed to uncertainties around a higher GDP growth
rate.

The second advance estimates of national income for FY2019 released by the Central
Statistics Office (CSO) on 28 February 2019 showed that the economy could not continue the
expected growth momentum. GDP growth in the third quarter of FY2019 reduced to 6.6% after
clocking 8% and 7% growth in the first and second quarter of FY2019 respectively. The CSO
estimates GDP growth in FY2019 at 7% compared to 7.2% in FY 2018.

Gross fixed capital formation (GFCF) provided a pleasant surprise, with the share of
GFCF to GDP growing to 32.3% in FY2019 (second advance estimates) versus 31.4% in FY2018
(first revised estimates). However, it is perhaps too early to expect this recent uptick
in the share of GFCF to GDP to provide a definite impetus to growth.

PERFORMANCE HIGHLIGHTS & OUTLOOK

The Textile Industry overall, is going through tough times due to the structural
transformation after GST and due to the weak market demand in the Domestic as well as
Overseas markets. E-Commerce/On-line sales are growing with reputed brands retailers. That
coupled with low cotton production and increasing prices, is putting pressure on prices
and margins.

Gross revenue from operations stood at Rs.3517.63 lakh in comparison to last years
sales of Rs.3439.11 lakh. In term of PAT, the Company has earned a profit of Rs.15.87 lakh
in comparison to last years net loss of Rs.13.94 lakh.

The Company is into the business of manufacturing grey and finished cloth at its unit
located at Murbad, Dist. Thane, Maharashtra.

The Company is facing serious problem of financing at this point of time due to stiffer
conditions and stricter banking norms as well as drying liquidity conditions in the money
market. Due to the tag of "Shell Company" given by SEBI, it has become more
difficult for the Company to arrange for finance for the growth of its business.

As the Govt. has started to release the refund of GST, the Company is hopeful of
recovering from difficult phase and business will be as usual as the time progresses.

BUSINESS SEGMENT

During the year, the Company is into the business of fabric manufacturing i.e.
manufacturing of Synthetic Fabric, a part of textile products in accordance with the
Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

OPPORTUNITIES AND THREATS

Chinas rising manufacturing cost and shifting of focus from exports to its own growing
domestic consumption will offer an opportunity for the Indian textiles sector to grab the
market share of China in the developed world, especially the European countries and the
United States, which cumulatively comprise around 60 percent of the global export market.

Retaliatory tariffs between China and USA is bound to have a ripple effect on other
nations economies. With this move, the USAs domestic market will become costlier and at
the same time Chinese Garment factories will lose business. But the competition will rise
in other markets. However, this is a good opportunity for India to cater to the US market.
The conclusion of the much-awaited Indo-EU FTA will open up new opportunities for exports.
However, its delay is certainly restricting export of textiles to the EU, as competing
nations like Pakistan and Bangladesh enjoy the duty benefit of 6% to 8% as against Indian
Products.

The increase in export benefits announced in March, 2019 in Made-ups will give relief
to exporters in times to come.

The World, including the advanced countries, are becoming increasingly inward-looking
and resorting to protectionist measures, thereby, putting multilateral system of trading
at risk. This could pose a serious challenge in the export markets.

The duty free import of fabrics from China into Bangladesh and in return the Garments
are being imported duty free into India from Bangladesh is hitting hard the Indian Textile
Industry.

DIVIDEND AND RESERVES

In view of carried forward losses and in order to meet future challenges and financial
requirements, your Directors do not propose any dividend for the year under review.

During the year under review, no amount has been transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was of Rs.13.17925 Crore. During
the year under review, the Company has not issued any share with differential voting
rights nor granted stock options nor sweat equity. As on March 31, 2019, none of the
Directors and/or Key Managerial Person of the Company hold instruments convertible in to
Equity Shares of the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2019 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Companys state of affairs,
profits and cash flows for the year ended March 31, 2019.

The Company continues to focus on judicious management of its working capital,
receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory
auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary as defined under the Listing
Regulations. However, it has formulated a policy for determining its Material
Subsidiaries and the same is available on the website of the Company viz.
www.tunitextiles.com

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act,
2013 during the financial year, were in the ordinary course of business and on an arms
length pricing basis and do not attract the provisions of Section 188 of the Companies
Act, 2013. There were no materially significant transactions with the related parties
during the financial year, which were in conflict with the interest of the Company and
hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the
Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval.
Omnibus approval was obtained on a yearly basis for transactions which are of repetitive
nature. A statement giving details of all Related Party Transactions are placed before the
Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company.

The Company has put in place a mechanism for certifying the Related Party Transactions
Statements placed before the Audit Committee and the Board of Directors from an
Independent Chartered Accountant Firm.

The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed
under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is
provided in a separate section and forms part of the Directors Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2018-19.

BOARD EVALuATION

The Board of Directors have laid down the manner for carrying out an annual evaluation
of its own performance, its various Committees and individual directors pursuant to the
provisions of the Act and relevant Rules and the Corporate Governance requirements are in
compliance with Regulation 17 of Listing Regulations, 2015. The performance of the Board
was evaluated by the Board after seeking inputs from all the Directors on the basis of
various criteria such as Board Composition, process, dynamics, quality of deliberations,
strategic discussions, effective reviews, committee participation, governance reviews etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee members on the basis of criteria such as Committee composition, process,
dynamics, deliberation, strategic discussions, effective reviews etc. The Nomination and
Remuneration Committee reviewed the performance of the individual Directors on the basis
of the criteria such as transparency, analytical capabilities, performance, leadership,
ethics and ability to take balanced decisions regarding stakeholders etc.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the
financial year 2018-19 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of
the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in management of the Company during the year under review.

DIRECTORS

During the current financial year, Mr. Aditya P Khaitan and Mr. Parag s. Ambavane (both
are Independent Directors) has resigned from the Board and in their place the Board has
appointed

All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, none of the Directors of the Company are disqualified under sub-section (2) of
Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold
office for a term up to five consecutive years on the board of a company, but shall be
eligible for re-appointment for another term up to five years on passing of a special
resolution by the company and disclosure of such appointment in Boards Report. Further
Section 152 of the Act provides that the independent directors shall not be liable to
retire by rotation in the Annual General Meeting (AGM) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve
as an independent director in more than seven listed entities: provided that any person
who is serving as a whole time director in any listed entity shall serve as an independent
director in not more than three listed entities. Further, independent directors of the
listed entity shall hold at least one meeting in a year, without the presence of
non-independent directors and members of the management and all the independent directors
shall strive to be present at such meeting.

DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl.No.

Name

Designation

Date of Appointment

Date of Resignation

1.

Aditya P Khaitan

Independent Director

13th February 2015

14th August 2018

2.

Parag S. Ambavane

Independent Director

11th January 2016

14th August 2018

3.

Alakh V Deora

Independent Director

14th August 2018

-

4.

Mahendra S Agarwal

Independent Director

14th August 2018

-

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of
the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations
obtained, your Directors make the following statement in terms of Section 134(3)(c) of the
Companies Act, 2013:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2019,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2019 and of the
profit/(loss) of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

6. that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

BUSINESS RISK MANAGEMENT

Due to the cash crunch and weak demand in the Indian and Export markets, it is
difficult to pass on the cost to end customers, hence the margins are under pressure.
Further, globally consumer shifting preference from cotton fiber to manmade fiber, which
are available at lower prices, is also putting pressure on prices.

Risk management is embedded in your Companys operating framework. Your Company
believes that managing risks helps in maximizing returns. The Companys approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under
Listing Regulations, 2015.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an Internal Control System, which is commensurate with the size,
scale, scope and complexity of its operations. To maintain its objectivity and
independence, an independent firm of Chartered accountants has been appointed as the
Internal Auditors, who report to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal
control system in your Company, its compliance with operating systems, accounting
procedures and policies of your Company. Based on the report of the Internal Auditors
placed before the Audit Committee, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. The internal controls have been
reported by the Auditors to be adequate and effective during the year.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The policy
also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel/Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the
candidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The
Whistle Blower Policy has been posted on the website of the Company i.e.
www.tunitextiles.com

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology
acts as a catalyst and enables the Company to be innovative.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive
research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is not significant in relation to the
nature size of operations of your Company.

AUDITORS

Statutory Auditors

M/s. Mehta Kothari & Associates, Chartered Accountants, Mumbai (FRN : 106247W) who
are the Statutory Auditors of the Company were appointed as the Statutory Auditors for a
term of five years effective from 13th December 2017 by way of Postal Ballot
Rules, 2014 subject to ratification of their appointment by the Members at every
intervening Annual General Meeting held thereafter.

Further, Mehta Kothari & Associates, Chartered Accountants, Mumbai (FRN - 106247W),
have expressed their unwillingness to appoint themselves as Statutory Auditors of the
Company after the conclusion of 32nd Annual General Meeting due to their other
commitments, resulting into a casual vacancy in the office of Statutory Auditors of the
Company as envisaged by section 139(8) of the Companies Act, 2013.

Further, the Company has approached M/s DBS & Associates, Chartered Accountants,
Mumbai (FRN - 018627N) to look after the Statutory Audit of the Company and in reply they
have consented to be appointed themselves as Statutory Auditors of the Company after the
conclusion of 32nd Annual General Meeting.

The Audit Report given by Mehta Kothari & Associates, Chartered Accountants, Mumbai
(FRN : 106247W) (erstwhile Statutory Auditors) for the financial year 2018-19, forming
part of this Annual Report.

Auditors Report

The Auditors Report to the Shareholders does not contain any reservation,
qualification or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s G. S. Bhide & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report
in the form of MR-3 is annexed in this Annual Report as Annexure II.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Companys internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to M/s D. Thakkar &
Associates, Chartered Accountants, Mumbai (FRN 132824W). The main thrust of internal audit
is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business
Heads are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of
the Annual Return for the financial year ended 31st March, 2019 made under the
provisions of Section 92(3) of the Act is attached as Annexure III to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule, 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is as under -

i the ratio of the remuneration of each director to the median remuneration of the
employees of the company for the

Directors & KMP

Ratio

Narendra Kumar Sureka

2.40:1

Pradeep Sureka

2.40:1

Archit Sureka

1.77:1

Mamta Jain

0.70:1

1. The median remuneration of employees of the Company was Rs.3,51,000/-

2. Figures has been rounded off wherever necessary

ii The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Manager, if any, in the financial year;

Name

Designation

Increase %

Narendra Kumar Sureka

Managing director whole time director

16.13

Pradeep Sureka

16.13

Archit Sureka

CFO

58.13

Mamta Jain

CS

10.00

iii the percentage increase in the median remuneration of employees in the financial
year;

6.84%

iv the number of permanent employees or the rolls of Company

89 employees as on 31.03.2019

v the explanation on the relationship between average increase in remuneration and
company performance;

The profit before tax for the financial year ended March 31, 2019 decreased by 63.11%
whereas the increase in median remuneration was 6.84% in line with industry standard and
the performance of the company

vi comparison of the remuneration of the Key Managerial Personnel against the
performance of the company;

The total remuneration of key Managerial Personnel increased by 23.48% from
Rs.27,29,000/- in 2018-19 to Rs.22,10,000/- in 2017-18 whereas the Profit before Tax
decreased by 63.11% to Rs.7,39,779/- in 2018-19 (20,05,113/- in 2017-18)

vii variations in the market capitalisation of the company, price earnings ratio as at

Particulars

31st March 2019

31st March 2018

the closing date of the current financial

Market Capitalization

640 Lakhs

640 Lakhs

year and previous financial year and percentage increase over decrease in

Price Earnings Ratio

40.83%

44.55%

the market quotations of the shares of the company in comparison to the rate at which
the company came out with the last public offer in case of listed companies, and in case
of unlisted companies, the variations in the net worth of the company as at the close of
the current financial year and previous financial year;

Networth of the Company

12,47,56,638/-

12,30,96,021/-

The Company has not made any public issue during the
year

viii Average percentile increase in salaries of employees other than
managerial personnel

46.97%

ix Comparison of each remuneration of key managerial personnel against the performance
of the company

Particulars

31st March 2019

Reason against performance of the company

Narendra Kumar Sureka

9,00,000/-

Profit before tax decreased by 63.11% and profit after tax increased by 213.88% in FY
2018-19

Pradeep Sureka

9,00,000/-

Archit Sureka

6,65,000/-

Mamta Jain

2,64,000/-

x The key parameters for any variable component of remuneration availed by the
directors;

None

xi The ratio of the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest paid director
during the year;

None

xii Affirmation that the remuneration is as per the remuneration policy of the
company.

Remuneration paid to all Employees is in accordance with the Remuneration Policy

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Company
has not received any complaint of sexual harassment during the year under review.

STATUTORY INFORMATION

The Company is engaged in the business of manufacturing Synthetic Fabric. The
information regarding Conservation of Energy, Technology Absorption, Adoption and
Innovation and the information required under section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of the Companies (Accounts) Rules, 2014 are reported to be as under:

murbad unit- electricity

2018-2019

2017-2018

Electricity Purchased [Units (KWH)]

1272166

1402439

Total Amount (?)

4920923

4380200

Average Rate (?)

3.87

3.12

Consumption Per Unit of Production

Cloth Production (Mtrs.)

2960185

1623422

Cost of Electricity Consumption (?)/Mtrs.

1.66

2.70

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges,
the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not
applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned sum of Rs.98,57,861/- (Equivalent to USD 142256.02) during the
current financial year while outgo in foreign currency was Nil.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the
public within the meaning of section 73 of the Companies Act, 2013 and the rules there
under.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Companys Auditors
confirming compliance forms an integral part of this Report.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing
the Companys objectives, projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of
all the employees of the Company and their gratitude to the Companys valued customers,
bankers, vendors and members for their continued support and confidence in the Company.

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